Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. (a) The Pfizer Parties have made available to NewCo prior to the date of this Agreement a complete, legible and correct copy of each Assigned Contract as in effect on the date of this Agreement. None of the Pfizer Parties is in material breach of or default under the terms of any Assigned Contract and, to the knowledge of the Pfizer Parties, no other party to an Assigned Contract is in material breach of or default under the terms of any Assigned Contract, and there is no event occurring as a direct or reasonably foreseeable result of any Pfizer Party’s action or inaction or, to the knowledge of any Pfizer Party, through the action or inaction of any Third Party that with notice or the lapse of time or both would constitute a material breach of or default under the terms of any Assigned Contract. Each Assigned Contract is a legal, valid and binding obligation of the Pfizer Party that is party thereto and, to the knowledge of the Pfizer Parties, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions. (b) Except as set forth in Schedule 6.13(b), no approval, consent or waiver of any Person is needed to continue any Assigned Contract in full force and effect following the consummation of the Transactions. (c) None of the Pfizer Parties has received written notice from any Person since January 1, 2017 regarding any actual or alleged violation or breach of, or default under, any of the Assigned Contracts or stating that such Person intends to terminate, cancel or make any material change to any Assigned Contract, in each case that would be material to the conduct of the Purchased Programs taken as a whole. Other than as contemplated herein in connection with the Transactions, there are no pending renegotiations or amendments of any of the Assigned Contracts that would be material to the conduct of the Purchased Programs taken as a whole. (d) The Purchased Programs as conducted by the Pfizer Parties as of the Effective Date do not rely upon or use rights under any Contract that has expired or been terminated that would be material to the Purchased Programs taken as a whole. (e) The Pfizer Parties are not a party to, bound by or subject to any Contract exclusively relating to the Purchased Programs or the Purchased Assets that are material to the Purchased Programs taken as a whole, except for (i) the Assigned Contracts, (ii) any Contract for employment of Prospective Employees or Covered Benefit Plan, (iii) any Contract relating to the use or ownership of any real property and (iv) those Contracts described on Schedule 6.13(e).

Assigned Contracts. (a) The Pfizer Parties have made available to NewCo prior to Other than the date Assigned Contracts and the Contracts listed on Schedule 2.2(b)(viii), neither Aeglea nor any of this Agreement a complete, legible and correct copy of each Assigned Contract as in effect on the date of this Agreement. None of the Pfizer Parties its Subsidiaries is in material breach of or default under the terms of any Assigned Contract and, to the knowledge of the Pfizer Parties, no other party to an Assigned any Contract that is in primarily related to, or otherwise material breach of or default under to, the terms of any Assigned Contract, and there is no event occurring as a direct or reasonably foreseeable result of any Pfizer Party’s action or inaction or, to the knowledge of any Pfizer Party, through the action or inaction of any Third Party that with notice Product or the lapse of time or both would constitute a material breach of or default under the terms of any Assigned ContractProgram. Each Assigned Contract is a legalvalid, valid binding and binding obligation enforceable agreement of the Pfizer Party that is Aeglea or its applicable Subsidiaries party thereto and, to the knowledge Knowledge of the Pfizer PartiesAeglea, of each other party theretoto such Assigned Contract, and each such Assigned Contract is in full force and effect. In respect of each Assigned Contract, subject neither Aeglea nor any of its applicable Subsidiaries party thereto is, nor, to the Enforceability ExceptionsKnowledge of Aeglea, any other counterparty thereto is, in default or breach under the terms of any such Assigned Contract, and, to the Knowledge of Aeglea, no event has occurred that, with or without the lapse of time or the giving of notice or both, would constitute a breach thereof or default thereunder by Aeglea or its applicable Subsidiaries party thereto or, to the Knowledge of Aeglea, any other party thereto, except for any such defaults or breaches that, individually or in the aggregate, would not reasonably be expected to be material to the Acquired Assets, the Product or the Program. There are no disputes pending, or to Aeglea’s Knowledge, threatened, with respect to any of the Assigned Contracts and neither Aeglea nor any of its Subsidiaries has received any written notice of the intention of any other party to any Assigned Contract to terminate or not renew or reduce any commitment under any Assigned Contract, nor to the Knowledge of Aeglea is any such party intending to do so, in each case, except where such dispute, or such termination or nonrenewal or commitment reduction would not be material to the Product or the Program. (b) Except as set forth in Schedule 6.13(b)No Assigned Contract (i) contains a covenant not to compete or other covenants that purport to limit or restrict the business activity of Aeglea or any of its Subsidiaries or limit the freedom of Aeglea or any of its Subsidiaries to use the Acquired Assets, no approvalor (ii) grants a Third Party a license, consent or waiver of any Person is needed a covenant not to continue be sued under, any Assigned Contract Intellectual Property, excluding nonexclusive licenses granted in full force and effect following the consummation ordinary course of the Transactionsbusiness. (c) None of the Pfizer Parties has received written notice from any Person since January 1, 2017 regarding any actual or alleged violation or breach of, or default under, any of the Assigned Contracts or stating that such Person intends There are no obligations to terminate, cancel or make any material change to payments or any amounts owed under any Assigned Contract, in each case including under the Fuji Scope of Work, that would be material to the conduct of the Purchased Programs taken as a whole. Other than as contemplated herein in connection with the Transactions, there are no pending renegotiations have not been paid by Aeglea or amendments of any of its Subsidiaries at or prior to Closing, regardless of whether the Assigned Contracts that would work to be material performed, services to be rendered or goods to be provided in exchange for such payments are to be provided before or after payment therefor or before or after the conduct Closing, and regardless of whether an invoice for any such payment is rendered before or after the Purchased Programs taken as a wholeClosing. (d) The Purchased Programs as conducted by the Pfizer Parties as of the Effective Date do not rely upon or use rights under any Contract that has expired or been terminated that would be material to the Purchased Programs taken as a whole. (e) The Pfizer Parties are not a party to, bound by or subject to any Contract exclusively relating to the Purchased Programs or the Purchased Assets that are material to the Purchased Programs taken as a whole, except for (i) the Assigned Contracts, (ii) any Contract for employment of Prospective Employees or Covered Benefit Plan, (iii) any Contract relating to the use or ownership of any real property and (iv) those Contracts described on Schedule 6.13(e).

Assigned Contracts. (a) The Pfizer Parties have made available to NewCo prior to the date No Seller Entity and none of this Agreement a complete, legible and correct copy of each Assigned Contract as in effect on the date of this Agreement. None of the Pfizer Parties its respective Affiliates is in material breach of or default under the terms of any Assigned Contract and there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default, nor has such Seller Entity received any notice of any breach or default or alleged breach or default under any Assigned Contract. To the knowledge of the Seller Entities, no other party to any Assigned Contract is in breach or default under the terms thereof, and, to the knowledge of Seller Entities, there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has any Seller Entity received any notice of any breach or default by any such party. (b) The Assigned Contracts are in full force and effect and are valid and binding obligations of each Seller Entity or an Affiliate thereof and, to the knowledge of the Pfizer PartiesSeller Entities, no the other parties thereto. No Seller Entity has received any notice from any other party to an Assigned Contract is in material breach of the termination or default under the terms threatened termination thereof, or of any Assigned Contractclaim, and there is no event occurring as a direct dispute or reasonably foreseeable result of any Pfizer Party’s action or inaction or, to the knowledge of any Pfizer Party, through the action or inaction of any Third Party that controversy with notice or the lapse of time or both would constitute a material breach of or default under the terms of any Assigned Contract. Each Assigned Contract is a legal, valid and binding obligation of the Pfizer Party that is party thereto and, to the knowledge of the Pfizer Parties, of each other party respect thereto, and nor is in full force and effect, subject to the Enforceability Exceptions. (b) Except as set forth in Schedule 6.13(b), no approval, consent or waiver of there any Person is needed to continue any Assigned Contract in full force and effect following the consummation of the Transactionsbasis therefor. (c) None of the Pfizer Parties has received written notice from any Person since January 1, 2017 regarding any actual or alleged violation or breach No consent of, or default undernotice to, any third party is required under any Assigned Contract as a result of or in connection with, and neither the enforceability nor any of the Assigned Contracts terms or stating that such Person intends to terminate, cancel or make any material change to provisions of any Assigned ContractContract will be affected in any manner by, in each case that would be material to the conduct execution, delivery and performance of this Agreement or any Related Agreement, or the Purchased Programs taken as a whole. Other than as transactions contemplated herein in connection with the Transactions, there are no pending renegotiations hereby or amendments of any of the Assigned Contracts that would be material to the conduct of the Purchased Programs taken as a wholethereby. (d) The Purchased Programs Assigned Contracts together with all Contracts and assets of the Merger Entities constitute all of the Contracts and assets necessary for the use of the Acquired Assets and operation of the Business in substantially the same manner as conducted by the Pfizer Parties as of the Effective Date do not rely upon or use rights under any Contract that has expired or been terminated that would be material Seller Entities prior to the Purchased Programs taken as a wholeClosing. (e) The Pfizer Parties are not a party to, bound by or subject to any Contract exclusively relating to the Purchased Programs or the Purchased Assets that are material to the Purchased Programs taken as a whole, except for (i) the Assigned Contracts, (ii) any Contract for employment of Prospective Employees or Covered Benefit Plan, (iii) any Contract relating to the use or ownership of any real property and (iv) those Contracts described on Schedule 6.13(e).

Assigned Contracts. (a) The Pfizer Parties have PCC has made available to NewCo prior Buyer copies of all of the written Assigned Contracts, or a written summary setting forth the terms and conditions where no copies exist, including all amendments, modifications, waivers and elections applicable thereto. The Assigned Contracts are all of the agreements related to the date of this Agreement Purchased Assets to which the Asset Sale Company or PCC Parent is a complete, legible and correct copy of each Assigned Contract as in effect on the date of this Agreementparty. None of the Pfizer Parties is in material breach of or default under the terms of any Assigned Contract and, As to the knowledge Asset Sale Company party thereto: (i) the Assigned Contracts are valid and binding, enforceable in accordance with their respective terms (subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting generally the enforcement of the Pfizer Parties, no other party to an Assigned Contract is in material breach of or default under the terms of any Assigned Contractcreditors' rights), and there is no event occurring as a direct or reasonably foreseeable result of any Pfizer Party’s action or inaction or, to the knowledge of any Pfizer Party, through the action or inaction of any Third Party that with notice or the lapse of time or both would constitute a material breach of or default under the terms of any Assigned Contract. Each Assigned Contract is a legal, valid and binding obligation of the Pfizer Party that is party thereto and, to the knowledge of the Pfizer Parties, of each other party thereto, and is are in full force and effect, subject to the Enforceability Exceptions. ; (bii) Except as set forth in Schedule 6.13(b), no approval, consent or waiver of any Person is needed to continue any Assigned Contract in full force and effect following the consummation of the Transactions. (c) None transactions contemplated herein will not, with or without the giving of notice or the Pfizer Parties has received written notice from any Person since January 1passage of time, 2017 regarding any actual or alleged both, conflict with, or result in a violation or breach of, or default undera default, right to accelerate, right to exercise any remedy or loss of the Assigned Contracts or stating that such Person intends to terminate, cancel or make any material change to any Assigned Contract, in each case that would be material to the conduct of the Purchased Programs taken as a whole. Other than as contemplated herein in connection with the Transactions, there are no pending renegotiations or amendments of any of the Assigned Contracts that would be material to the conduct of the Purchased Programs taken as a whole. (d) The Purchased Programs as conducted by the Pfizer Parties as of the Effective Date do not rely upon or use rights under any Contract that has expired or been terminated that would be material to the Purchased Programs taken as a whole. (e) The Pfizer Parties are not a party to, bound by or subject to any Contract exclusively relating to the Purchased Programs or the Purchased Assets that are material to the Purchased Programs taken as a whole, except for (i) the Assigned Contracts, (ii) any Contract for employment of Prospective Employees or Covered Benefit Plan, ; (iii) any Contract relating the Asset Sale Company is not, nor to the use Knowledge of PCC, is any other party in material breach or ownership default, and no event has occurred that, with notice or lapse of any real property time, would constitute a breach or default, or permit termination, modification or acceleration, under the Assigned Contracts; and (iv) those Contracts described on the Asset Sale Company has not, nor to the Knowledge of PCC has any other party, repudiated any provision of the Assigned Contracts. Schedule 6.13(e)0 sets forth the consents and approvals of third parties and Governmental Authorities required to be obtained as a result of the transactions contemplated by this Agreement. PCC has provided the written notices of right of first refusal to all general partners of DTA as specified in Sections 7.2(ii)(a),(b),(c) and (d) of the Consortium Agreement and the time periods applicable to each right of first refusal have expired without notice being made by any such partner of its exercise of any such right. Litigation; Claims. Schedule 0 lists all claims, legal actions, suits, litigation, arbitrations, disputes, investigations, proceedings by or before any Governmental Authority involving more than $100,000 and all orders, decrees or judgments, now pending or in effect, or, to the Knowledge of PCC, threatened or contemplated, against or affecting the Asset Sale Company, the Purchased Assets or the consummation of the transactions contemplated by this Agreement, except to the extent involving Taxes for Pre-Closing Periods.

Assigned Contracts. (a) The Pfizer Parties have made available to NewCo prior to Other than the date Assigned Contracts and the Contracts listed on Schedule ‎2.2(b)(viii), neither Aeglea nor any of this Agreement a complete, legible and correct copy of each Assigned Contract as in effect on the date of this Agreement. None of the Pfizer Parties its Subsidiaries is in material breach of or default under the terms of any Assigned Contract and, to the knowledge of the Pfizer Parties, no other party to an Assigned any Contract that is in primarily related to, or otherwise material breach of or default under to, the terms of any Assigned Contract, and there is no event occurring as a direct or reasonably foreseeable result of any Pfizer Party’s action or inaction or, to the knowledge of any Pfizer Party, through the action or inaction of any Third Party that with notice Product or the lapse of time or both would constitute a material breach of or default under the terms of any Assigned ContractProgram. Each Assigned Contract is a legalvalid, valid binding and binding obligation enforceable agreement of the Pfizer Party that is Aeglea or its applicable Subsidiaries party thereto and, to the knowledge Knowledge of the Pfizer PartiesAeglea, of each other party theretoto such Assigned Contract, and each such Assigned Contract is in full force and effect. In respect of each Assigned Contract, subject neither Aeglea nor any of its applicable Subsidiaries party thereto is, nor, to the Enforceability ExceptionsKnowledge of Aeglea, any other counterparty thereto is, in default or breach under the terms of any such Assigned Contract, and, to the Knowledge of Aeglea, no event has occurred that, with or without the lapse of time or the giving of notice or both, would constitute a breach thereof or default thereunder by Aeglea or its applicable Subsidiaries party thereto or, to the Knowledge of Aeglea, any other party thereto, except for any such defaults or breaches that, individually or in the aggregate, would not reasonably be expected to be material to the Acquired Assets, the Product or the Program. There are no disputes pending, or to Aeglea’s Knowledge, threatened, with respect to any of the Assigned Contracts and neither Aeglea nor any of its Subsidiaries has received any written notice of the intention of any other party to any Assigned Contract to terminate or not renew or reduce any commitment under any Assigned Contract, nor to the Knowledge of Aeglea is any such party intending to do so, in each case, except where such dispute, or such termination or nonrenewal or commitment reduction would not be material to the Product or the Program. (b) Except as set forth in Schedule 6.13(b)No Assigned Contract (i) contains a covenant not to compete or other covenants that purport to limit or restrict the business activity of Aeglea or any of its Subsidiaries or limit the freedom of Aeglea or any of its Subsidiaries to use the Acquired Assets, no approvalor (ii) grants a Third Party a license, consent or waiver of any Person is needed a covenant not to continue be sued under, any Assigned Contract Intellectual Property, excluding nonexclusive licenses granted in full force and effect following the consummation ordinary course of the Transactionsbusiness. (c) None of the Pfizer Parties has received written notice from any Person since January 1, 2017 regarding any actual or alleged violation or breach of, or default under, any of the Assigned Contracts or stating that such Person intends There are no obligations to terminate, cancel or make any material change to payments or any amounts owed under any Assigned Contract, in each case including under the Fuji Scope of Work, that would be material to the conduct of the Purchased Programs taken as a whole. Other than as contemplated herein in connection with the Transactions, there are no pending renegotiations have not been paid by Aeglea or amendments of any of its Subsidiaries at or prior to Closing, regardless of whether the Assigned Contracts that would work to be material performed, services to be rendered or goods to be provided in exchange for such payments are to be provided before or after payment therefor or before or after the conduct Closing, and regardless of whether an invoice for any such payment is rendered before or after the Purchased Programs taken as a wholeClosing. (d) The Purchased Programs as conducted by the Pfizer Parties as of the Effective Date do not rely upon or use rights under any Contract that has expired or been terminated that would be material to the Purchased Programs taken as a whole. (e) The Pfizer Parties are not a party to, bound by or subject to any Contract exclusively relating to the Purchased Programs or the Purchased Assets that are material to the Purchased Programs taken as a whole, except for (i) the Assigned Contracts, (ii) any Contract for employment of Prospective Employees or Covered Benefit Plan, (iii) any Contract relating to the use or ownership of any real property and (iv) those Contracts described on Schedule 6.13(e).

Assigned Contracts. (a) The Pfizer Parties have made available to NewCo prior to Assigned Contracts are valid and in full force ------------------ and effect and constitute the date of this Agreement a complete, legible and correct copy of each Assigned Contract as in effect on the date of this Agreement. None of the Pfizer Parties is in material breach of or default under the terms of any Assigned Contract and, to the knowledge of the Pfizer Parties, no other party to an Assigned Contract is in material breach of or default under the terms of any Assigned Contract, and there is no event occurring as a direct or reasonably foreseeable result of any Pfizer Party’s action or inaction or, to the knowledge of any Pfizer Party, through the action or inaction of any Third Party that with notice or the lapse of time or both would constitute a material breach of or default under the terms of any Assigned Contract. Each Assigned Contract is a legal, valid and binding obligation obligations of Gibralter and of the Pfizer Party that is party thereto and, to the knowledge of the Pfizer Parties, of each other party parties thereto, and is are enforceable against Gibralter and the other parties thereto in full force accordance with their respective terms, and effectthere are no existing violations or defaults by Gibralter or by any other party thereto and no event, subject act or omission has occurred which (with or without notice, lapse of time and/or the happening or occurrence of any other event) would result in a violation or default thereunder. No other party to any such Assigned Contract has asserted in writing, the right, and no basis exists for the assertion of any enforceable right, to renegotiate, cancel or terminate prior to the Enforceability Exceptions. full term thereof, any of the terms or conditions of any such Assigned Contract, nor does Gibralter have any knowledge that any party to any such Assigned Contract intends to not renew any such Assigned Contract upon termination of its current term. All of Gibralter's rights to and under the Assigned Contracts are fully and freely assignable by Gibralter to the Company (b) Except as excepting, however, those Assigned Contracts set forth in Schedule 6.13(bon SCHEDULE 1(D) attached hereto), and no approval, consent or waiver of any Person party to the Assigned Contracts is needed to continue any Assigned Contract in full force and effect following required for the execution, delivery or performance of the Option Agreement or the consummation of the Transactions. (c) None transactions contemplated hereby. Gibralter has heretofore delivered to the Company true, correct and complete copies of the Pfizer Parties has received written notice from any Person since January 1, 2017 regarding any actual or alleged violation or breach of, or default under, any all of the Assigned Contracts or stating that such Person intends Contracts. Gibralter shall use its best efforts to terminate, cancel or secure any and all consents necessary to make any material change to any Assigned Contract, in each case that would be material to the conduct of the Purchased Programs taken as a whole. Other than as contemplated herein in connection with the Transactions, there are no pending renegotiations or amendments of any of the Assigned Contracts that would be material to referenced on SCHEDULE 1(D) attached hereto fully and freely assignable within a reasonable time after the conduct date of the Purchased Programs taken as a wholethis Amendment. (d) The Purchased Programs as conducted by the Pfizer Parties as of the Effective Date do not rely upon or use rights under any Contract that has expired or been terminated that would be material to the Purchased Programs taken as a whole. (e) The Pfizer Parties are not a party to, bound by or subject to any Contract exclusively relating to the Purchased Programs or the Purchased Assets that are material to the Purchased Programs taken as a whole, except for (i) the Assigned Contracts, (ii) any Contract for employment of Prospective Employees or Covered Benefit Plan, (iii) any Contract relating to the use or ownership of any real property and (iv) those Contracts described on Schedule 6.13(e).